SEC Form 4 · accession 0000899243-17-013936
Solaris Energy Infrastructure, Inc. · SEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kyle S. Ramachandran
Officer — Chief Financial Officer
Period of report
May 17, 2017
Accepted (ET)
May 19, 2017 · 5:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001697500
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | May 17, 2017 | A | 90,909 | $0.00 | A | 90,909 | D | |
| Class A Common Stock | May 17, 2017 | A | 41,220 | $0.00 | A | 132,129 | D | |
| Class B Common StockF3 | May 17, 2017 | A | 277,404 | $0.00 | A | 277,404 | D | |
| Class B Common StockF3 | May 17, 2017 | A | 24,729 | $0.00 | A | 24,729 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Solaris Oilfield Infrastructure, LLC UnitsF5 | $0.00 | May 17, 2017 | A | 277,404 | A | — | — | Class A Common Stock | 277,404 | 277,404 | D |
| Solaris Oilfield Infrastructure, LLC UnitsF5 | $0.00 | May 17, 2017 | A | 24,729 | A | — | — | Class A Common Stock | 24,729 | 24,729 | I |
Explanation of responses
- F1Restricted Stock Award pursuant to the Solaris Oilfield Infrastructure, Inc. Long Term Incentive Plan (the "LTIP"). The award vests in three equal annual installments on the first three anniversaries of the grant date.
- F2Restricted Stock Award pursuant to the LTIP. The award vests in full on the first anniversary of the grant date.
- F3Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
- F4Upon closing of the Issuer's initial public offering (the "Offering"), (i) the First Amended and Restated Limited Liability Company Agreement of Solaris Oilfield Infrastructure, LLC ("Solaris LLC"), of which the Issuer is the managing member, was amended and restated (as amended and restated, the "Solaris LLC Agreement") to, among other things, convert all of the membership interests in Solaris LLC held by its existing owners, into a single class of units in Solaris LLC referred to as Solaris LLC Units and (ii) Solaris LLC distributed to its members, including the Reporting Person and a 401(k) Plan for the benefit of the Reporting Person, one share of Class B common stock for each Solaris LLC Unit held by such members.
- F5Subject to the terms of the Solaris LLC Agreement, the Solaris LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer.
Remarks
A number of shares of Class B common stock and Solaris LLC Units will be issued to the Reporting Person after the closing of the Offering based on (i) the Reporting Person's equity ownership in Loadcraft Site Services LLC, an entity which intends to distribute the shares of Class B common stock and Solaris LLC Units it received in connection with the Offering on a pro rata basis to its members, and (ii) the 10-day volume weighted average price of the Issuer's Class A common stock following date of its listing on the New York Stock Exchange.